Susan J. Krembs is a partner in the Corporate and Securities Practice Group of Pepper Hamilton LLP, resident in the New York office and head of the firm’s Canadian Practice Group. Ms. Krembs’ practice is focused primarily on U.S. and international mergers and acquisitions, corporate finance and securities law. She also has extensive experience in corporate governance matters and project finance, and is well versed in the unique requirements of U.S. securities laws applicable to Canadian issuers, including the Multijurisdictional Disclosure System.
Ms. Krembs has represented U.S. and non-U.S. issuers, investment advisors and private equity funds in a wide range of public and private M&A transactions (U.S. and multijurisdictional), including stock and asset purchases, tender offers, going private transactions, plans of arrangement and proxy disputes. Within the corporate finance practice area, Ms. Krembs has represented U.S. and foreign issuers and underwriters in a wide range of primary and secondary capital markets transactions involving debt, equity and other hybrid securities. The transactions involve a wide range of companies (venture cap to large cap) and include IPOs and private placements under Regulation D, Regulation S and Rule 144A.
Recent M&A matters in which Ms. Krembs has been involved include acting for:
- a U.S. privately held holding company in the sale of its multinational automotive parts business to a venture capital firm for $800 million
- a German insurer in its acquisition of a publicly traded U.S.-based asset manager for $3 billion
- a publicly traded Canadian toy company in its acquisition of a U.S.-based arts & craft company for $400 million
- a publicly traded Canadian income trust in its acquisition of a series of chemical companies for $165 million
- a plan of arrangement, and related U.S. registered exchange offer, of two Canadian energy companies for $4 billion
- a privately held U.S. asset manager in its sale to another U.S. asset manager for $500 million
- a Japanese bank in the sale of selected loans (asset-backed and retail finance) to a U.S. bank for $500 million and the sale of one of its asset management subsidiaries for $200 million
- a U.K. public holding company in the sale of its multinational equipment rental business to a U.S. acquirer for £200 million
- a major French oil company in its hostile bid for and defense of a hostile bid from another major French oil company.
Recent corporate finance matters in which Ms. Krembs has been involved include acting for:
- a U.S. publicly traded Canadian mining company in connection with numerous debt and equity financings under MJDS and in taking private a class of its preferred shares (and the related issue of warrants)
- a private Canadian oil company in a series of Reg D/Reg S U.S. private placements totaling over $300 million
- a U.S. public Canadian technology company in raising $700 million of debt and equity financing
- the underwriter in a global initial public offering for a Netherland’s biotech company, along with a subsequent secondary offering
- the underwriter in two 144A/Reg S debt financings and two registered common stock offerings for a U.S. telecommunications company
- the underwriter in a registered offering of convertible exchangeable preferred shares for a U.S. technology company
- a U.S. broker-dealer in the establishment of its Rule 144(k) program
- a Canadian mining company in the establishment of its cross-border Rule 10b-18 program
- a Venezuelan oil company in its $430 million project financing to develop and operate a delayed coker, including a Rule 144A/Reg S bond offering and syndicated bank loans
- a group of international oil companies in a $4.6 billion project financing of a joint venture to develop a heavy crude oil project in Venezuela.
Ms. Krembs also is a frequent speaker at events focused on U.S.-Canada cross-border issues and has written a number of articles on the application of the U.S. securities laws to Canadian companies.
